Univ.of  Ill.  Litoar^ 

deed  of  trust 


OF 


DALLAS  ELFXTRIC  CORPORATION 


TO 


CITY  TRUST  COMPANY 

TRUSTEE 


T'  ’  * 

Dated  January  i,  1902 

THE  BONDS  SECURED  HEREBY 

(1)  Are  authorized  to  the  amount  of  $4,000,000 

(2)  Are  to  be  issued  forthwith  upon  execution  hereof  to  the 

amount  of  $3,000,000 

(3)  Are  to  be  issued  hereafter  for  additional  property  to  the 

amount  of  $i  000,000 

(4)  Are  due  April  i,  1922 

(5)  Are  subject  to  call  as  a  whole  at  105  per  cent  and  accrued 

interest  on  October  i,  1904  or  any  interest  day  thereafter 

(6)  Draw  interest  at  5  per  cent  per  annum  payable  April  ist  and 

October  ist  at  office  of  City  Trust  Company,  Boston, 
Massachusetts 

(7)  Are  further  secured  by  sinking  fund  of  one  per  cent  per  annum 

on  outstanding  bonds ;  the  first  payment  thereon  to  be 
made  October  ist,  1904;  the  first  two  payments  are  non- 
cumulative  and  payable  only  out  of  net  earnings,  but 
thereafter  the  payments  to  the  sinking  fund  become  a 
fixed  charge  irrespective  of  net  earnings 


INDEX. 


TAGZ 


Acknowledgments,  . . .  .  .  . 

Bonds,  Salient  features  of, . .  .  . 

Form  of, . . . 

How  numbered, . . . 

Execution  and  delivery  oil  4  t  * . 

Denominations  of, . 

Sinatures  to, . «... . 

Certification  of,  by  Trustee, . 

Additional, . 

(a)  To  be  certified  when, .  . 

■  (b)  Ratio  of  issue  to  cost  of  additional  property, . 

(c)  Evidence  of  cost  of,  .  .  . 

Exchangeable  when, . . . 

of  Underlying  Companies,  extension  or  renewal  of, . 

Call  and  payment  of,  . . 

(a)  Notice  of,  .  .  .  . 

(b)  How  published, . 

(c)  Interest  ceases  when, . 

Payment  in,  upon  sale, . 

Covenants  of  Electric  Company,  . 

To  pledge  granted  property, . 

To  pay  bonds  and  coupons,  etc., . 

To  comply  with  provisions  of  bonds  and  mortgages  of  Underlying  Com¬ 
panies,  . 

To  pay  taxes,  assessments,  etc.,  and  to  preserve  franchises, . 

To  acquire  or  discharge  tax  titles,  etc., . 

To  record  deed  of  trust, . 

To  insure  property  of  Underlying  Companies, . 

To  make  confirmatory  and  renewal  deeds,  and  transfers,  . 

To  prevent  new  or  increased  issues  of  bonds,  etc.,  by  Underlying  Com¬ 
panies,  unless, . 

To  prevent  disposition  of  property  by  Underlying  Companies,  unless,  .  . 

To  pledge  after  acquired  property, . 

To  provide  funds  to  purchase  property,  when, . 

Coupons,  Form  of, . 

How  numbered, . 

Transfer  of, . 

Default  in  payment  of, . . 

Payment  in,  upon  sale, . 

Signatures  to, . 

Declaration  of  Trust, . 

Default  by  Electric  Company, . 

Cumulative  remedies  for, . 

Delay  or  omission  after,  no  waiver  of, . 

Period  of  grace  before, . 

Effect  of, . 

Notice  of, . 

Restoration  to  former  position  after, . 

Waiver  of, . 


42 

4 

9 

18 

18 

19 
19 
19 

19 

20 
20 

28 

29 

29 

30 
30 
30 

37 

12 

12 

12 

13 
13 

13 

14 
14 
14 

14 

15 

16 
26 

7 

9 

30 

30 

37 

19 

12 

30 

33 

35 

31 

30 

31 

33 

33 


IV 


PAGE 

Definitions, . . 

Directors,  Qualified  with  pledged  stock, . 23 

Immunity  of,  ....  . 38 

Resolutions  of, . ^  . . 

Dissolution  of  Underlying  Company, . 25 

Granting  Clause, . - . . 

Habendum  Clause, . . 

Liability,  of  officers,  directors  and  stockholders,  waived, . 38 

Merger  of  Underlying  Companies, . 27 

Notice  of  Call, . 30 

of  Default, . 

of  Sale,  after  default, . 32 

of  Resignation  of  Trustee, . 40 

Officers,  Immunity  of, . 38 

Pledged  Property,  Description  of, .  10 

Sales  and  reorganizations  affecting, . 24 

Pledged  Stock,  Electric  Company  to  vote  before  default, . 23 

Directors  to  be  quahfied  with, . 23 

Sale  of, . 24 

Principal,  Precipitation  of,  wffien, . 30 

Property  of  Underlying  Companies,  Disposition  of, . 24 

Purchase  of,  by  Underlying  Company, . 25 

Purchase  of,  by  Electric  Company, . 25 

Proxies,  Revocation  of,  on  default, . 31 

Receipt  by  Trustee  from  reorganizations  . 27 

of  Trustee  for  purchase  money,  ....  36 

Recital  of  authority, . >7. 

Redemption  waived, . 35 

Registration  clause,  form  of .  ...  8 

Reorganizations,  Affecting  pledged  property, . 24 

of  Underlying  Companies, . 26 

Expenditures  in,  by  Trustee,  .  27 

Receipts  from,  by  Trustee, . 27 

Resolutions  of  Directors,  recital  of, . 2 

of  Stockholders,  reference  to, . 9 

Sale,  Affecting  pledged  property, ...  24 

of  Pledged  Property, . 24 

of" Property  of  Underljdng  Companies, . 25 

Power  of,  by  Trustee  after  default, . 31 

Notice  of  after  default, . 32 

Distribution  of  proceeds  from,  after  default, . 37 

Transfer  to  purchaser,  after  default, . 35 

Sinking  fund.  Provisions  of, . 17 

To  begin  October  i,  1904, . 17 

‘  First  two  payments  to,  non-cumulative  and  from  net  earnings,  .  .  .  .  17 

Investment  of, . 17 

Default  in  payment  to,  . 30 

Stockholders,  Immunity  of, . 38 

Suit,  Power  to  bring  by  Trustee,  after  default, . 32 

None  by  bondholders, . 34 

Trustee,  Duties  of, . 19 

Before  default, . 19 

To  certify  bonds  forthwith, . 19 

To  certify  additional  bonds,  when,  .  .  19 

To  cancel  coupons,  when, . 21 

To  collect  and  receive  interest,  dividends,  etc.,  on  pledged  property,  .  21 


V 


PAGE 

To  retain  interest  and  sinking  fund  payments  and  to  pay  balance  to 


Electric  Company, . 22 

To  hold  dividends  on  underlying  shares  payable  other  than  in 

money, . 23 

To  permit  Electric  Company  to  vote  on  pledged  stock, . 23 

To  qualify  Directors  with  pledged  stock, . 23 

To  deposit  uninvested  money  to  draw  interest,  .  .  ....  39 

To  release  securities  of  an  Underlying  Company  after  disposal  of  its 

property, . 24 

To  permit  sale  of  pledged  property,  when, . 24 

To  purchase  property  of  Underlying  Company,  when, . 26 

After  default, . 32 

To  retain  all  sums  paid  to  it, . 31 

To  proceed  upon  request  and  indemnity, . ' . 32 

To  protect  bondholders, . 32 

To  waive  default,  when, . 33 

Trustee,  Attorney  of  Electric  Company, . 35 

Appointment  of  successor  to, . 40 

Compensation  and  expenses  of, . 39 

May  purchase  upon  sale, . 38 

May  deposit  moneys  with  City  Trust  Company, . 39 

Reasonable  care  and  diligence  required  of, . 39 

No  obligation  to  keep  informed,  prior  to  default, . 39 

No  responsibility  as  to  validity  or  recording, . 40 

May  resign,  when, . 40 

No  bond  required  of, . 40 

Consent  of,  to  merger  of  Underlying  Companies, . 28 

May  revoke  proxies,  etc.,  on  default, . 31 

Acceptance  of  Trust  by, . 41 

Certificate  of,  form  of, . 8 

Underlying  Companies,  Dissolution  of, . 25 

Reorganizations  of, . 26 

Merger  of,  . 27 

Property  of,  purchase  of  by  Electric  Company, . 28 

Waiver  of  appraisement,  etc.,  by  Electric  Company, . 35 

Witness  clause,  . 41 


t  , 

r 


^  Jl  : 


THIS  DEED  OF  TRUST  made  this  first  day  of  January, 
A.D.  1902,  by  DALLAS  ELECTRIC  CORPORATION  (a 
corporation  under  the  Laws  of  the  state  of  New  Jersey  with  its 
office  at  East  Orange  in  said  State)  to  CITY  TRUST  COMPANY 
(a  corporation  under  the  Laws  of  the  Commonwealth  of  Massa¬ 
chusetts  with  its  usual  place  of  business  in  Boston  in  said  Com¬ 
monwealth)  as  Trustee,  witnesseth  that; 


DEFINITIONS. 

Whereas  certain  terms  used  herein  are  defined  as  follows : — 

“Electric  Company”  shall  mean  Dallas  Electric  Corpora¬ 
tion  and  shall  include  its  successors  and  assigns  wherever  the 
context  admits  of  such  construction. 

“Trustee”  shall  mean  City  Trust  Company  as  Trustee,  and 
shall  include  its  successor  as  Trustee  hereunder  wherever  the 
context  admits  of  such  construction. 

“Securities”  shall  mean  the  bonds  or  other  evidences  of  in¬ 
debtedness  and  the  shares  of  stock  or  other  certificates  of  inter¬ 
est  pledged  hereunder. 

“Underlying  Companies”  shall  mean  the  companies  issu¬ 
ing  any  of  the  bonds  or  other  evidences  of  indebtedness  or  the 
shares  of  stock  or  other  certificates  of  interest  pledged  here¬ 
under.  ) 


2 


Recital  of 
authority. 


RESOLUTIONS  BOARD  OF  DIRECTORS. 

Whereas,  at  a  meeting  of  the  Board  of  Directors  of  the  Elec¬ 
tric  Company,  duly  called  for  the  purpose,  the  following  pre¬ 
amble  and  resolutions  were  unanimously  adopted: — 

* 

Whereas  it  is  necessary  and  convenient  for  the  attainment 
of  the  objects  of  this  company  as  set  forth  in  its  certificate  of 
incorporation  to  borrow  money  to  the  amount  ‘of  $4,000,000, 
and  to  execute  the  bonds  of  the  company  for  the  amount  so 
borrowed,  and 

Whereas  it  is  desirable  to  mortgage  and  pledge  the  prop¬ 
erty  of  the  company  to  secure  such  bonds: 

Now,  THEREFORE,  Resolved,  That  this  corporation  borrow 

the  sum  of  $4,000,000  and  issue  therefor  its  bonds,  dated  April 

0 

I,  1902  (although  in  fact  executed  at  a  later  date),  aggregat¬ 
ing  at  their  face  value  such  amount  payable  to  bearer  or  to 
the  registered  holder  in  gold  coin  of  the  United  States  of 
America  of  or  equal  in  weight  and  fineness  to  the  present  stand¬ 
ard  on  the  first  day  of  April,  1922,  at  the  office  of  City  Trust 
Company,  in  Boston,  Massachusetts,  with  interest  thereon 
from  the  first  day  of  April,  1902,  payable  semi-annually  in 
like  gold  coin  at  the  rate  of  five  (5)  per  cent,  per  annum  in 
accordance  with  coupons  evidenced  by  the  facsimile  signa¬ 
ture  of  the  treasurer,  to  be  attached  to  each  of  said  bonds. 
Said  bonds  shall  be  issued  at  the  option  of  this  company 
in  pieces  of  $100  or  $1,000  each,  ten  of  the  $100  bonds  to  be 
convertible  into  one  $1,000  bond  at  the  option  of  the  holder 


3 


upon  presentation  and  surrender  to  the  Trustee  with  written 
request  for  such  conversion.  Said  bonds  shall  be  subject, 
at  the  option  of  this  company,  to  call  and  payment  (provided 
all  other  bonds  of  this  series  are  simultaneously  called  and 
paid)  on  October  i,  1904,  or  on  any  interest  day  thereafter 
at  one  hundred  and  five  per  cent,  of  the  principal  thereof  and 
interest  then  accrued.  All  said  bonds  and  coupons  shall  be 
paid  without  deduction  of  any  tax  or  taxes.  The  president 
and  secretary  of  this  company  are  hereby  authorized  to  make, 
execute  and  dehver  such  bonds  substantially  in  the  form  here¬ 
with  presented. 

Resolved,  That  this  corporation,  to  secure  the  payment  of 
all  of  said  bonds  and  coupons  equally  and  ratably  without 
priority  or  distinction,  make,  execute,  acknowledge  and  de¬ 
liver  a  deed  of  trust  to  said  City  Trust  Company  as  Trustee 
dated  January  i,  1902  (although  in  fact  executed  at  a  later 
date),  and  substantially  in  the  form  submitted  to  this  meet¬ 
ing,  pledging  in  trust  the  bonds  or  other  evidences  of  in¬ 
debtedness  and  the  shares  of  stock  or  other  certificates  of 
interest  of  or  in 

(a)  Metropolitan  Street  Railway  Company, 

{h)  Dallas  Electric  Light  &  Po^ver  Company, 

(c)  Any  other  company  owning  property  situated 
IN  OR  NEAR  Dallas,  Texas, 

which  are  now  owned  by  this  corporation  and  the  treasurer  of 
this  corporation  is  hereby  authorized  to  dehver  all  such  bonds 
and  other  evidences  of  indebtedness  ’and  shares  of  stock  or 
other  certificates  of  interest  duly  indorsed  so  as  to  carry  title 


4 


Form  of  bond. 


to  City  Trust  Company,  Trustee,  as  collateral  security  for  the 
payment  of  the  principal  and  interest  of  the  bonds  herein 
authorized  and  for  the  full  performance  of  all  the  terms 
and  conditions  of  said  deed  of  trust;  and  the  president  and 
secretary  are  hereby  authorized  to  make,  execute,  acknowl¬ 
edge  and  deliver  such  deed  of  trust  and  to  cause  each  of 
said  bonds  to  be  certified  by  the  Trustee  and  without  such 
certification  said  bonds  shall  not  be  obligatory. 

Whereas  the  bonds,  coupons.  Trustee’s  certificate  and  regis¬ 
tration  privilege,  and  the  terms  and  conditions  of  said  deed  of 
trust  authorized  and  approved  at  said  meeting  of  the  Board  of 
Directors,  are  substantially  in  the  form  following,  viz. : — 


BOND. 

UNITED  STATES  OF  AMERICA. 

STATE  OF  NEW  JERSEY. 

Dallas  Electric  Corporation. 

No.  $ 

Firk  Mortgage  Collateral  Trust  Five  Per  Cent.  Twenty  Year 

Gold  Bond. 

For  Value  Received,  Dallas  Electric  Corporation,  a 
corporation  organized  and  existing  under  the  laws  of  New  Jersey, 
promises  to  pay  to  the  bearer  hereof,  or  in  case  of  registration 
to  the  registered  holder  hereof,  the  sum  of  one 
dollars  ($  )  in  gold  coin  of  the  United  States  of 

America  equal  in  weight  and  fineness  to  the  present  standard  at 


5 


the  office  of  City  Trust  Company  in  Boston,  Massachusetts  on 
April  I,  1922  (or  earlier  at  the  option  of  the  obligor  as  herein¬ 
after  provided)  with  interest  on  said  sum  from  the  date  hereof 
at  the  rate  of  five  per  centum  per  annum,  payable  in  like  gold 
coin  on  the  first  days  of  April  and  October  in  each  year  at  the  said 
office  in  accordance  with  and  upon  the  presentation  and  surrender 
of  the  coupons  attached  hereto. 

The  bonds  of  this  issue  are  all  of  the  same  general  tenor 
except  as  to  distinguishing  numbers  and  as  to  principal  sum,  and 
in  the  aggregate  shall  never  exceed  the  sum  of  [four  milhon  dol¬ 
lars  ($4,000,000)  principal.  Such  bonds  are  issued,  at  the 
option  of  the  company,  in  pieces  of  $1,000  each  numbered 
from  one  (i)  upwards,  or  $100  each  numbered  from  Ai  upwards. 
Ten  of  the  $100  bonds  are  convertible  into  one  $1,000  bond  be¬ 
fore  call  or  maturity  at  the  option  of  the  holder  upon  presenta¬ 
tion  and  surrender  to  Dallas  Electric  Corporation  with  written 
request  for  such  conversion,  but  Dallas  Electric  Corporation  may 
charge  not  exceeding  fifty  cents  for  each  new  bond  issued  through 
such  conversion. 

This  bond  and  its  coupons  and  all  others  of  this  issue  are  pay¬ 
able  without  deduction  of  any  tax  or  taxes  and  are  issued  under 
and  secured  by  a  deed  of  trust  dated  January  first,  1902,  exe¬ 
cuted  and  delivered  by  Dallas  Electric  Corporation  to  City  Trust 
Company,  of  Boston,  Massachusetts,  as  Trustee,  pledging  the 
property  mentioned  and  described  in  said  deed  of  trust,  to  which 
deed  of  trust  the  holder  of  this  bond  is  hereby  expressly  referred 
for  a  statement  of  the  property  pledged,  the  conditions  of  such 
pledge,  and  the  rights  and  remedies  of  bondholders  thereunder. 
The  obligor  at  its  option  may  call  and  pay  this  bond  (provided 


6 


all  other  outstanding  bonds  of  this  series  are  simultaneously  called 
and  paid)  on  October  i,  1904,  or  on  any  interest  day  thereafter, 
at  one  hundred  and  five  per  centum  of  the  principal  thereof  with 
interest  then  accrued,  subject  to  the  conditions  governing  such  call 
and  payment  in  said  deed  of  trust  contained.  Said  deed  of  trust 
provides  for  the  creation  of  a  sinking  fund  of  one  per  centum  of 
the  amount  of  the  outstanding  bonds  payable  to  the  Trustee  annu¬ 
ally  on  and  after  October  i,  1904,  the  first  two  payments  to  be 
made  only  out  of  net  earnings,  in  the  benefits  of  which  sinking  fund 
the  holder  of  this  bond  is  entitled  to  participate. 

The  holder  of  this  bond  in  consideration  of  its  issue  hereby 
expressly  waives  all  right  of  recourse  to  or  recovery  from  any 
stockholder,  oificer  or  director  of  Dallas  Electric  Corporation  under 
any  existing  or  future  provisions  of  constitution  or  statute  or  upon 
any  principle  of  law  or  equity  for  the  payment  of  all  or  any  part 
of  the  debt  and  interest  evidenced  by  this  bond. 

This  bond,  but  not  its  coupons,  is  subject  to  registration  from 

p 

time  to  time  in  accordance  with  the  registration  provisions  in¬ 
dorsed  hereon.  Registration  shall  not  affect  the  negotiability  of 
the  coupons,  which  shall  continue  to  be  transferable  by  delivery, 
and  the  payment  of  any  coupon  to  the  bearer  thereof  shall  be  a 
discharge  of  Dallas  Electric  Corporation  in  respect  of  the  interest 
therein  mentioned. 

This  bond  shall  not  be  obligatory  until  the  certificate  indorsed 
hereon  shall  have  been  signed  by  the  Trustee. 

In  Witness  Whereof,  Dallas  Electric  Corporation  has  caused 
this  bond  to  be  duly  executed  in  its  behalf  by  its  president  and 
secretary,  under  its  corporate  seal,  and  has  caused  the  coupons 


7 


hereto  attached  to  be  evidenced  by  the  facsimile  signature  of  its 
treasurer  all  on  this  first  day  of  April,  a.d.  1902. 


DALLAS  ELECTRIC  CORPORATION. 


Attest: 


By 

President. 

Secretary. 


COUPON. 

(Numbers  i  to  s  inclusive) 

No.  $ 

«On  ,  upon  surrender  hereof,  Dallas  Electric 

Corporation  will  pay  to  the  bearer 

in  gold  coin  of  the  United  States  of  America  equal  in  weight  and 
fineness  to  the  present  standard  without  deduction  of  any  tax 
or  taxes,  at  the  office  of  City  Trust  Company  in  Boston,  Massachu¬ 
setts,  being  six  months’  interest  then  due  on  its  First  Mortgage 
Collateral  Trust  Five  Per  Cent.  Twenty  Year  Gold  Bond  No. 

T  reasurer 


(Numbers  6  to  40  inclusive) 

No.  $ 

On  ,  upon  surrender  hereof,  unless  the 

bond  to  which  this  coupon  is  attached  has  been  redeemed  on  a 
prior  interest  day  as  therein  provided,  Dallas  Electric  Cor¬ 
poration  will  pay  to  the  bearer  in  gold 

coin  of  the  United  States  of  America  equal  in  weight  and  fine- 


Forms  of 
coupons. 


8 


Form  of 

Trustee’s 

certificate 


Form  of 

registration 

clause. 


ness  to  the  present  standard  without  deduction  of  any  tax  or 
taxes,  at  the  oJSice  of  City  Trust  Company  in  Boston,  Massa¬ 
chusetts,  being  six  months’  interest  then  due  on  its  First 
Mortgage  Collateral  Trust  Five  Per  Cent.  Twenty  Year  Gold 
Bond  No. 


T  reasurer. 


TRUSTEE’S  CERTIFICATE. 


The  undersigned  Trustee  hereby  certifies  that  this  bond  is  one 
of  the  bonds  referred  to  within. 

CITY  TRUST  COMPANY,  Trustee. 

By 


Secretary. 


REGISTRATION. 

This  bond,  but  not  its  coupons,  may  be  registered  from  time 
to  time,  at  the  option  of  the  holder,  on  the  books  of  the  Trustee, 
and,  if  registered,  shall  pass  only  by  transfer  upon  such  books, 
unless  the  last  transfer  shall  have  been  made  and  registered  to 
bearer,  in  which  case  it  shall  again  pass  by  dehvery  until  again 
registered. 

Notice:  No  writing  on  this  Bond,  except  by  an  officer  of  the 
Company  or  of  the  Trustee. 


9 


Date  of  Registry. 

In  whose  Name  Registered. 

Trustee. 

RESOLUTIONS  OF  STOCKHOLDERS. 

Whereas,  at  a  meeting  of  the  stockholders  of  the  Electric 
Company  duly  called  for  the  purpose,  all  of  the  stockholders 
being  present  and  participating,  the  foregoing  preamble  and 

V 

resolutions  adopted  by  the  Board  of  Directors,  authorizing  the 
making,  executing,  acknowledging  and  delivering  of  said  deed 
of  trust,  the  transfer  of  the  bonds  or  other  evidences  of  indebt¬ 
edness  and  the  shares  of  stock  or  other  certificates  of  interest 
to  the  Trustee  and  the  making,  executing  and  dehvering  of  the 
bonds  and  coupons  of  the  Electric  Company,  were  also  passed 
by  unanimous  vote  and  duly  ratified,  confirmed  and  approved. 


NUMBERS  OF  BONDS  AND  COUPONS. 

Whereas  the  bonds  to  be  issued  as  authorized  and  directed  in 
denominations  of  $i,ooo  are  numbered  from  i  upwards  and  of  $ioo 
are  numbered  from  Ai  upwards  and  the  coupons  attached  to  each 
of  said  bonds  bear  the  number  of  the  bond  to  which  they  are 


Description  of 
property. 


IC 

attached  and  are  numbered  from  one  (i)  to  forty  (40)  both  in-' 
elusive, — 

Whereas  by  reason  of  distance,  lapse  of  time  or  other  circum¬ 
stances  this  instrument  and  the  bonds  hereby  secured  may  be 
physically  executed  on  a  day  different  from  the  day  on  which 
they  respectively  bear  date,  it  is  understood,  stipulated  and  agreed 
that  the  said  bonds  and  this  instrument  shall  bear  date  the  ist  day 
of  April  and  Januar}^,  1902,  respectively,  and  be  vahd  and  effectual 
from  that  date. 

Whereas,  all  the  conditions  necessary  to  authorize  the  exe¬ 
cution  of  the  said  bonds  and  of  these  presents  have  been  complied 
with. 

NoWf  Therefore,  This  Indenture  Witnesseth, 


GRANTING  CLAUSE". 

That  the  Electric  Company,  tin  consideration  of  the  premises 
and  of  one  dollar  to  it  in  hand  paid  by  the  Trustee,  the  receipt 
whereof  is  hereby  acknowledged  and  in  order  to  secure  the  pay¬ 
ment  of  the  principal  and  interest  of  said  bonds  according  to  the 
tenor  thereof,  has  granted,  bargained,  sold,  released,  conveyed, 
assigned,  transferred,  set  over  and  confirmed,  and  by  these  pres¬ 
ents  doth  grant,  bargain,  sell,  release,  convey,  assign,  transfer, 
set  over  and  confirm  unto  the  Trustee,  its  successors  and  assigns 
forever: 

(a)  Dallas  Consohdated  Electric  Street  Railway  Company. 
$1,050,000,  par  value,  of  its  first  mortgage  bonds,  being 
all  of  its  mortgage  bonds  now  issued  and  outstanding 
out  of  an  authorized  issue  of  $2,000,000. 


c 


II 


14,993  shares  of  its  common  capital  stock  out  of  an 
authorized  and  present  issue  of  15,000  shares. 

2,100  shares  of  its  preferred  capital  stock,  being  all  of 
^  the  present  issue  thereof  out  of  an  authorized  issue  of 
5,000  shares. 

(b)  Dallas  Electric  Light  &  Power  Company. 

$650,000,  par  value,  of  its  first  mortgage  bonds,  being 
;  all  its  mortgage  bonds  now  issued  and  outstanding  out 
of  an  authorized  issue  of  $1,000,000. 

6.995  shares  of  its  capital  stock  out  of  a  present  issue  of 
7,000  shares  and  an  authorized  issue  of  10,000  shares. 

(c)  Rapid  Transit  Railway  Company. 

$100,000,  par  value,  first  mortgage  bonds,  being  all  of 
its  first  mortgage  bonds  now  issued  and  authorized. 

473  shares  of  its  capital  stock  out  of  a  present  issue  of 
480  shares  and  an  authorized  issue  of  1,000  shares. 
$207,849.42,  face  value  of  its  notes. 

{(i)  Metropolitan  Street  Railway  Company. 

$500,000,  par  value,  of  its  first  mortgage  bonds,  being 
all  of  such  bonds  now  issued  and  outstanding  out  of  an 
authorized  issue  of  $4,000,000. 

4.995  shares  of  its  capital  stock  out  of  a  present  issue 
of  5,000  shares  and  an  authorized  issue  of  45,000 
shares. 

To  HAVE  AND  TO  HOLD  all  and  singular  the  above  described 
property  and  all  additional  property  which  hereafter  shall 
become  subject  to  this  indenture  unto  the  Trustee,  its  succes¬ 
sors  and  assigns  forever,  but, 

* 


i 


Habendum 

clause. 


I 


j.  ILL  UB. 


12 


Declaration  of 
trust. 


To  pledge 

granted 

property. 


To  pay  bonds 
and  coupons,  etc. 


•  I 


IN  TRUST  nevertheless  for  the  equal  pro  rata  benefit  of  all 
and  every  person  or  persons  and  body  or  bodies  corporate,  hold¬ 
ers  of  any  bonds  hereby  secured  and  for  the  enforcement  of  the 
payment  of  said  bonds  and  interest,  when  payable,  according  to 
the  tenor,  purport  and  effect  of  such  bonds  and  coupons  and  to 
secure  the  performance  and  observance  of  and  compliance  with 
the  covenants  and  conditions  of  this  indenture,  without  prefer¬ 
ence,  priority  or  distinction  as  to  lien  or  otherwise  of  one  bond 
over  any  other  bond  by  reason  of  priority  in,  issue,  sale  or  negoti¬ 
ation  thereof,  or  by  reason  of  the  purpose  of  its  issue,  so  that  each 
and  every  bond  issued  or  to  be  issued  hereunder  shall  have  the 
same  right,  lien  and  privilege  under  and  by  virtue  of  this  indent¬ 
ure,  and  so  that  the  principal  and  interest  of  every  such  bond  shall, 
subject  to  the  terms  hereof,  be  equally  and  proportionately  secured 
hereby,  as  if  all  had  been  duly  issued,  sold  and  negotiated  simul¬ 
taneously  with  the  execution  and  delivery  hereof. 


PARTICULAR  COVENANTS  OF  ELECTRIC 

COMPANY. 

The  Electric  Company  shall  simultaneously  with  the  execution 
of  these  presents  pledge,  assign,  transfer  and  set  over  to  and  deposit 
with  the  Trustee  the  bonds  or  other  evidences  of  indebtedness  and 
the  shares  of  stock  or  other  certificates  of  interest  hereinbefore 
specified  in  the  granting  clauses  hereof. 

The  Electric  Company  shall  pay  the  bonds  and  coupons 
issued  hereunder  when  the  same  shall  become  due  and  payable, 
without  deduction  of  any  tax  or  taxes  as  stated  in  said  bonds, 


13 


and  shall  make  all  payments  to  the  sinking  fund  and  perform  all 
other  covenants,  conditions  or  provisions  of  said  bonds  and  cou¬ 
pons,  and  of  this  deed  of  trust  by  it  to  be  performed;  and,  if 
the  company  shall  do  all  of  the  foregoing,  then  and  thereupon 
all  the  estate,  right,  title  and  interest  of  the  Trustee  hereunder 
shall  terminate,  and  the  securities  then  deposited  with  the  Trus¬ 
tee  shall  be  retransferred , and  returned  to  the  Electric  Company: 
otherwise  this  deed  of  trust  shall  remain  in  full  force  and  effect. 

The  Electric  Company  shall  comply  with  and  cause  the 
Underlying  Companies  to  comply  with  each  and  all  of  the  terms 
conditions,  covenants ,  and  agreements  contained  in  their  bonds 
for  the  time  being  pledged  hereunder  and  the  respective  mort¬ 
gages  or  deeds  of  trust  securing  the  same. 

The  Electric  Company  shall  pay  all  taxes,  government 
charges,  calls  and  assessments  of  every  kind  and  nature  as 
sessed  or  laid  upon  the  property  hereby  pledged,  or  upon  the 
income  and  profits  thereof,  shall  preserve  all  rights  attached  to 
said  property  and  shall  use  every  endeavor  to  preserve  and  main¬ 
tain  the  corporate  existence,  franchises,  rights  and  property  of 
the  Underlying  Companies  and  shall  not  suffer  any  hen,  supe¬ 
rior  or  equal  to  the  lien  hereof,  to  attach  to  the  property  hereby 
pledged. 

And  if  any  of  the  Underlying  Companies  or  any  other  com¬ 
pany  whose  capital  in  the  greater  part  shall  be  pledged  with  the 
Trustee  hereunder  shall  fail  to  pay  such  taxes,  assessments,  or 
charges  lawfully  imposed  upon  the  property  of  such  company, 
or  upon  the  income  and  the  profits  thereof,  and  any  other  liens 
or  charges,  and  the  validity  of  any  such  tax,  assessment,  charge  or 
lien  shall  not  be  contested  in  good  faith  and  proceedings  therein 


To  comply  with 
provisions  of 
bonds  and 
mortgages  of 
Underlying 
Companies. 


To  pay  taxes, 
assessments,  etc., 
and  to  preserve 
franchises. 


To  acquire  or 
discharge  tax, 
titles,  etc. 


14 


To  record  this 
deed. 


To  insure 
property  of 
Underljdng 
Companies. 


To  make  con¬ 
firmatory  and 
renewal  deeds 
and  transfers. 


To  prevent  new 
or  increased 
issues  of  bonds, 
etc.,  by  Under¬ 
lying  Companies 
unless 


stayed  pending  such  contest,  then  the  Electric  Company  shall 
pay  and  discharge  the  same,  or  acquire  and  cause  the  same  to  be 
vested  in  the  Trustee. 

The  Electric  Company  shall  cause  this  deed  of  trust  at  all  times 
to  be  kept  properly  recorded  and  filed  in  such  manner  and  in  such 
places  as  may  be  required  to  establish  and  maintain  the  lien  hereof 
and  the  rights  of  the  Trustee  hereunder. 

The  Electric  Company  shall  cause  the  insurable  property  of 
the  Underlying  Companies  to  be  kept  suitably  insured  in  such 
insurance  companies  and  with  policies  payable  to  such  persons 
or  corporations  as  will  reasonably  protect  the  interests  of  the 
bondholders  hereunder  in  the  property  of  such  Underlying  Com¬ 
panies  respectively. 

The  Electric  Company,  whenever  and  as  often  as  it  may  be 
requested  by  the  Trustee,  shall  make,  execute,  acknowledge  and 
dehver  to  the  Trustee,  and  properly  record  and  file  a  confirma¬ 
tion  of  this  deed  of  trust,  or  a  renewal  hereof,  or  a  new  deed  of 
trust,  and  such  further  instruments,  transfers  and  conveyances 
as,  in  the  opinion  of  the  Trustee,  are  or  may  be  necessary  or  de¬ 
sirable  to  carry  out  the  intention  hereof  and  to  facilitate  the  exe¬ 
cution  of  this  trust. 

Neither  the  Electric  Company  nor  the  Trustee  shall  authorize 
or  permit  any  of  the  Underlying  Companies  to  increase  their 
present  outstanding  issues  of  bonds  or  other  evidences  of  in¬ 
debtedness  or  shares  of  stock  or  other  certificates  of  interest  or  to 
create  any  new  issues  thereof  nor  to  create  any  mortgage  or  other 
lien  unless 


deposited 
with  Trustee 
and 


{A)  Such  new  issues  or  a  percentage  of  any  increased  issue 
equal  to  the  percentage  of  that  issue  theretofore  depos¬ 
ited  hereunder,  shall  be  deposited  and  pledged  with 


15 


the  Trustee  subject  to  all  the  trusts  created  by  this  deed 
of  trust  to  the  same  effect  as  if  such  bonds  and  shares 
had  been  delivered  and  pledged  or  assigned  to  the  Trus¬ 
tee  herein  and  at  the  time  of  the  making  hereof,  and  all 
additional  shares  of  stock  so  received  and  pledged  shall 
be  fully  paid  and  non-assessable,  or  unless 
{B)  Such  new  issues  or  any  increased  issues  are  merely 
temporary  issues  of  evidences  of  indebtedness  in  the 
ordinary  course  of  business,  the  total  of  which  together 
with  all  other  temporary  evidences  of  indebtedness  of 
any  Underlying  Company  issued,  outstanding  and 
undeposited  with  the  Trustee  hereunder  shall  not  ex¬ 
ceed  $50,000  at  any  one  time,  or  unless 
(C)  Such  new  issues  or  any  increased  issues  are  made  in 
consideration  of  and  to  an  amount  not  greater  at  their 
face  or  par  value  than  the  actual  cost  of  further  ex¬ 
tensions,  improvements  and  acquisitions  not  including 
therein  replacements  and  repairs  made  to  the  property 
of  the  company  issuing  the  same,  and  such  new  or  in¬ 
creased  issues  are  pledged  with  the  Trustee  hereunder 
subject  to  the  lien  of  this  deed  of  trust,  but  additional 
bonds  may  be  issued  thereon  as  hereinafter  provided, 
but  never  exceeding  the  total  authorized  issue. 


The  Electric  Company  shall  not  authorize  or  permit  any  of  the 
Underlying  Companies  to  sell  or  otherwise  dispose  of  or  lease 
(unless  such  lease  is  made  terminable  upon  the  default  of  the 
Electric  Company  in  any  of  the  covenants  or  provisions  of  this 


in  ordinary 

business 

or 


for  further 
extensions. 


To  prevent 
disposition  of 
property  by 
Underlying 
Companies 
unless 


in  ordinary 
course  of 
business  or 


under  terms  of 
an  imderlying 
mortgage  or 


other  property 
substituted  or 


disposed  of  to 
another  Under¬ 
lying  Company. 


To  pledge  after 

acquired 

property. 


l6 

deed  of  trust)  any  property  now  owned  or  hereafter  acquired  by 
any  of  such  companies  unless 

{a)  In  the  ordinary  course  of  business  of  the  company  mak¬ 
ing  such  disposal,  and  not  exceeding  in  value  the  sum 
of  $10,000  in  any  given  six  months,  or 

(b)  In  accordance  with  and  under  the  provisions  of  the 
mortgage  or  mortgages  of  the  Underlying  Company  so 
selling,  relating  to  release  or  substitution  of  property 
under  such  mortgage,  or 

(c)  Other  property  of  equal  value  in  the  opinion  of  the 
Trustee  hereunder  shall  have  been  acquired  by  the 
company  making  such  disposal  for  the  purposes  of 
substitution  and  shall  have  been  substituted  for  the 
property  disposed  of,  or 

(d)  The  property  is  disposed  of  for  an  adequate  consider¬ 
ation  in  the  opinion  of  the  Trustee  hereunder  and  the 
whole  or  the  proper  proportionate  part  of  such  consid¬ 
eration  is  pledged  and  deposited  with  the  Trustee  here¬ 
under.  The  Trustee  may  act  on  the  certificate  of  a  dis¬ 
interested  person  selected  by  it  to  determine  the  adequacy 
of  such  consideration  and  the  proper  proportionate  part 
thereof  to  be  deposited  hereunder,  and  so  acting  the 
Trustee  shall  be  without  hability  and  the  expense  in¬ 
curred  in  obtaining  such  certificate  shall  be  paid  by  the 
Electric  Company. 

The  Electric  Company  shall  pledge  and  deposit  with  the  Trus¬ 
tee  hereunder,  subject  to  the  hen  of  this  deed  of  trust,  any  and 
all  claims  or  indebtedness  and  all  further  interest  which  it  may 
acquire  against  or  in  any  Underlying  Company. 


17 


SINKING  FUND  PROVISIONS. 


The  Electric  Company  shall  pay  or  cause  to  be  paid  to  the 
Trustee  on  or  before  the  first  day  of  October  in  each  year  begin¬ 
ning  with  the  first  day  of  October,  1904,  and  continuing  during 
the  term  of  the  bonds  secured  hereby,  a  sum  of  money,  as  a  sink¬ 
ing  fund,  equal  to  one  (i)  per  centum  of  the  total  amount  of 
such  bonds  issued  and  outstanding  at  the  time  of  each  of  such 
payments;  the  first  two  annual  payments  of  such  one  per  centum 
shall  be  non-cumulative  and  payable  only  out  of  the  net  earnings 
of  the  Electric  Company,  if  any,  after  the  payment  of  all  fixed 
charges,  but  thereafter  such  annual  payments  of  one  (i)  per 
centum  shall  be  payable  absolutely  and  non-payment  thereof 
shall  be  a  default  in  the  payment  to  the  sinking  fund  with  the 
consequences  hereinafter  provided  for  default.  The  retention 
by  the  Trustee  of  the  payments  made  to  it,  of  interest  and  divi¬ 
dends  on  the  securities,  for  the  purpose  of  discharging  the  sink¬ 
ing  fund  payments  herein  provided,  shall  to  the  extent  of  such 
retention  be  considered  a  payment  to  the  sinking  fund  by  the 
Electric  Company. 

The  Trustee  shall  invest  such  sinking  fund  in  the  outstand¬ 
ing  bonds  of  the  Electric  Company  secured  hereby,  at  a  pur¬ 
chase  price  not  exceeding  one  thousand  and  fifty  dollars  ($1,050) 
and  accrued  interest  for  each  bond  so  purchased  and  if  after 
advertisement  for  bonds  at  such  price  once  each  week  for  four 
successive  weeks  in  two  newspapers  of  general  circulation,  one 
published  in  New  York,  New  York,  and  one  in  Boston,  Massa¬ 
chusetts,  such  bonds  cannot  be  purchased  at  such  price  or  if  a 


To  begin  Oct.  i, 

igo4. 


First  two 
pxiyments  non- 
cumulative  and 
from  net 
earnings. 


Investment  of 
sinking  fund. 


i8 


sufficient  number  of  such  bonds  cannot  be  purchased  at  such 
price  to  exhaust  such  sinking  fund  then  such  sinking  fund  or 
the  amount  thereof  remaining  uninvested  shall  be  invested  by 
the  Trustee  in  its  discretion  in  such  outstanding  bonds  at  a  higher 
price  or  in  other  first  mortgage  bonds  of  street  railway  or  electric 
lighting  companies  doing  business  in  the  United  States.  Bonds 
of  this  issue  so  purchased  by  the  Trustee  shall  at  once  be  stamped 
“not  transferable,  held  for  sinking  fund,”  and  shall  be  held  as 
existing  obligations  for  the  security  of  the  outstanding  bonds 
liereby  secured,  and  shall  continue  to  bear  interest,  which  inter¬ 
est  shall  become  part  of  the  sinking  fund,  in  addition  to  the  sums 
heretofore  provided  to  be  paid  therein. 

The  Trustee  shall  have  full  powers  of  sale  of,  and  investment 
and  re-investment  in  such  other  securities,  and  such  sinking  fund 
shall  always  be  subject  to  the  lien  of  this  deed  of  trust  and  for  the 
benefit  of  bondholders  hereunder. 


EXECUTION  AND  DELIVERY  OF  BONDS. 


Execution  and 
delivery  of 
bonds. 


Denominations. 


The  Electric  Company  shall  immediately  execute  all  of  the 
bonds  to  be  secured  hereby  and  shall  deliver  such  bonds  to  the 
Trustee  for  certification.  All  or  any  part  of  such  bonds  may  be 
in  denominations  either  of  $ioo  or  $i,ooo  each  at  the  option  of 
the  Electric  Company  and  thereafter  from  time  to  time  in  order 
to  carry  out  the  convertible  provisions  of  said  bonds,  the  Electric 
Company  shall  execute  and  deliver  such  additional  $i,ooo  bonds 
as  may  be  requested  by  the  Trustee,  provided  that  simultane¬ 
ously  there  be  surrendered  to  the  Electric  Company  by  the  Trus¬ 
tee  ten  $ioo  bonds  duly  cancelled. 


19 


The  interest  coupons  attached  to  the  bonds  secured  hereby 
shall  be  valid  and  binding  upon  the  Electric  Company  if  they 
bear  the  engraved  facsimile  signature  of  a  person  purporting  to 
be  its  treasurer,  whether  he  be  the  one  who  held  that  office  April 
I,  1902,  or  at  any  subsequent  date;  and  the  bonds  themselves, 
at  whatever  time  executed  or  delivered,  shall  likewise  be  valid 
and  binding  from  and  after  the  certification  thereof  respectively 
by  the  Trustee,  regardless  of  whether  the  persons  signing  them 
were  on  April  i,  1902,  or  are  then  the  officers  of  the  Electric  Com¬ 
pany.  Only  such  bonds  as  shall  bear  thereon  indorsed  a  cer¬ 
tificate  substantially  in  the  form  hereinbefore  mentioned,  exe¬ 
cuted  by  the  Trustee,  shall  be  secured  by  this  indenture  or  en¬ 
titled  to  any  lien,  right  or  benefit  hereunder;  and  such  certificate 
of  the  Trustee  upon  any  such  bond,  executed  on  behalf  of  the 
Electric  Company,  shall  be  conclusive  evidence  that  the  bond 
so  certified  has  been  duly  issued  hereunder,  and  that  the  holder 
or  registered  owner  is  entitled  to  the  benefit  of  the  trusts  hereby 
created. 


DUTIES  OF  TRUSTEE  BEFORE  DEFAULT. 

The  Trustee  shall  certify  and  deliver  the  bonds  secured  hereby 
to  the  Electric  Company  as  follows,  namely : — 

A.  The  Trustee  shall  forthwith  certify  and  deliver  to  the 
Treasurer  of  the  Electric  Company  or  upon  his  written  order 
$3,000,000  of  said  bonds. 

B.  The  Trustee  shall  certify  and  deliver  to  the  Treasurer 
of  the  Electric  Company  or  upon  his  written  order  accompanied 
by  a  certified  copy  of  a  resolution  of  the  Board  of  Directors  of 


Signatures  to 
bonds  and 
coupons  and 
certification  of 
bonds  by 
Trustee. 


To  certify  bonds 
forthwith. 


To  certify 
additional  bonds, 
when 


20 


Ratio  of  issue  to 
cost  of  additional 
property. 


the  Electric  Company  authorizing  such  order,  the  remainder 
of  the  authorized  issue  of  said  bonds,  namely,  $1,000,000,  or 
any  part  thereof,  when  the  Electric  Company  shall  have  legally 
acquired  and  deposited,  with  the  Trustee,  in  addition  to  the  secu¬ 
rities,  the  bonds  or  other  evidences  of  indebtedness,  or  the  shares 
of  stock  or  other  certificates  of  interest  of  or  in  an  Underlying 
Company,  provided  however,  that  the  bonds  hereunder  shall 
be  certified  and  delivered  only  at  their  face  value  to  the  extent 
of  eighty  per  centum  of  the  actual  cost  of  such  additional  prop¬ 
erty  acquired  by  the  Electric  Company: — 

The  Trustee  shall  as  a  condition  precedent  to  the  certification 
and  delivery  of  said  $1,000,000  of  bonds  obtain  the  following 
evidence  of  compliance  with  the  foregoing  requirements: — 

A  certificate  signed  and  sworn  to  by  a  majority  of  the  direc¬ 
tors  of  the  Electric  Company,  stating  in  substance  that  the  Elec¬ 
tric  Company  has  legally  acquired  at  an  actual  cost  in  cash  to 
it  of  not  less  than  the  amount  named  in  such  certificate  certain 
bonds  or  other  evidences  of  indebtedness  or  shares  of  stock  or 
other  certificates  of  interest  of  or  in  one  of  the  Underlying  Com¬ 
panies,  and  that  the  same  were  issued  for  further  extensions,  ad¬ 
ditions,  improvements  or  acquisitions  (not  including  replacements 
and  repairs)  to  the  property  of  the  Underlying  Company  issuing 
the  same ;  that  said  actual  cost  to  the  Electric  Company  as  named 
in  such  certificate  of  such  bonds  or  other  evidences  of  indebted¬ 
ness  or  shares  of  stock  or  other  certificates  of  interest  is  not  greater 
than  the  actual  cost  to  the  Underlying  Company  of  the  exten¬ 
sions,  additions,  improvements  and  acquisitions  for  which  the 
same  were  issued,  and 


21 


A  report  of  some  engineer  selected  by  the  Trustee  and  be¬ 
lieved  by  it  to  be  competent  and  disinterested,  certifying  that  he 
has  examined  the  property  owned  by  the  Underlying  Company 
named  in  the  certificate  last  before  referred  to,  and  that  in  his 
opinion  such  extensions,  additions,  improvements  and  acqui¬ 
sitions  do  not  include  replacements  and  repairs  and  actually  cost 
and  are  worth  to  such  Underlying  Company  not  less  than  the 
amount  named  in  the  certificate  last  before  referred  to  as  the 
actual  cost  to  the  Electric  Company  of  the  bonds  or  other  evidences 
of  indebtedness  or  shares  of  stock  or  other  certificates  of  inter¬ 
est  proposed  to  be  deposited  hereunder  as  the  basis  of  an  issue 
of  bonds. 

In  no  event  shall  the  Trustee  be  responsible  for  the  certification 
or  delivery  of  additional  bonds  hereunder  if  made  upon  a  certifi¬ 
cate  and  report  as  hereinbefore  provided,  and  all  expenses  attend¬ 
ant  upon  obtaining  such  certificate  and  report  shall  be  paid  by 
the  Electric  Company. 

The  Trustee  before  delivering  any  bond  hereunder  shall  cut 
off  and  cancel  all  coupons  thereof  then  matured. 

The  Trustee  shall  collect  and  receive  any  and  all  interest, 
dividends,  tolls,  incomes,  issues,  revenues  and  profits  accruing 
and  becoming  payable  on  or  in  respect  to  the  property  pledged; 
and  a  copy  of  this  deed  of  trust,  filed  with  an  Underlying  Com¬ 
pany  shall  constitute  the  full,  irrevocable  and  continuing  author¬ 
ity  of  such  company  as  against  the  Electric  Company,  to  pay 
to  the  Trustee  during  the  term  of  this  deed  of  trust  aU  such  in¬ 
terest,  dividends,  tolls,  incomes,  issues,  revenues  and  profits, 
but  until  default  shall  have  been  made  in  the  payment  of  the 
bonds  or  coupons,  or  any  of  them  secured  hereby  or  in  payments 
to  the  sinking  fund  or  in  the  performance  by  the  Electric  Com- 


To  cancel 
coupons. 


To  collect  and 
receive  interest, 
dividends,  etc., 
on  pledged 
property. 


22 


To  retain  interest 
and  sinking  fund 
paj'ments  and 
to  pay  balance 
to  Electric 
Company. 


pany  of  any  of  the  covenants,  conditions  or  provisions  of  said 
bonds  or  coupons,  or  of  this  deed  of  trust  by  it  to  be  performed, 
and  such  default  shall  have  continued  beyond  the  period  of  grace 
hereinafter  provided  in  respect  of  such  default,  the  Trustee  from 
time  to  time  and  without  delay  shall  pay  over  to  the  Electric 
Company  all  such  amounts  so  received  by  it  except  the  amounts 
so  received  by  it  after  August  first  and  prior  to  October  first  and 
after  February  first  and  prior  to  April  first  in  each  year  of  which 
amounts  the  Trustee  shall  pay  over  to  the  Electric  Company  such 
part  and  no  more  as  shall  remain  after  deducting  and  retaining 
from  such  amounts  all  such  sums  as  shall  be  necessar}^  to  pay 
and  discharge  all  interest  and  sinking  fund  payments  then  due 
and  payable  and  the  semi-annual  interest  instalment  next  there¬ 
after  to  become  due  and  payable;  and  the  Trustee  shall  also 
retain  from  such  amounts  so  received  by  it  after  August  first  and 
prior  to  October  first  in  each  year,  all  such  sums  as  shall  be  nec¬ 
essary  to  make  the  annual  payment  to  the  sinking  fund  next  there- 
after  to  become  due,  and  the  sums  so  deducted  and  retained  by 
the  Trustee  shall  by  it  be  applied  in  payment  and  discharge  of 
all  such  interest  and  sinking  fund  payments  due  or  as  the  same 
may  become  due  and  payable  as  provided  herein  and  in  said 
bonds  and  coupons. 

Nothing  in  the  foregoing  paragraph  contained  with  reference 
to  the  collection  and  retention  by  the  Trustee  of  interests,  divi¬ 
dends,  tolls,  incomes,  issues,  revenues  and  profits  accruing  and 
becoming  payable  on  or  in  respect  of  the  property  pledged  shall 
be  taken  or  deemed  in  any  wise  to  limit  the  contract  contained  in 
the  bonds  secured  hereby  to  pay  interest  thereon  at  the  rate  men¬ 
tioned  or  to  hmit  the  payment  of  such  interest  to  the  funds  so 
collected  or  retained  by  the  Trustee. 


23 


Any  and  all  dividends  payable  in  stock  which  may  be  declared 
and  become  payable  upon  any  of  the  shares  of  stock  of  any  com¬ 
pany  held  by  the  Trustee  hereunder  shall  be  transferred  and 
delivered  to  the  Trustee  arid  be  by  it  held  as  security  for  the  bene¬ 
fit  of  the  holders  of  the  bonds  secured  hereby,  with  the  same 
effect  and  subject  to  all  the  conditions  and  provisions  hereof  as  if 
originally  pledged  hereunder.  Should  any  company,  the  shares 
of  stock  of  which  are  pledged  hereunder,  pay  dividends  in  the 
form  of  certificates  of  indebtedness  or  in  any  form  other  than 
money,  the  Trustee  shall  also  be  entitled  to  receive  and  so  hold 
such  dividends  and  certificates  of  indebtedness  and  collect  and 
pay  over  the  interest  which  may  be  paid  upon  such  certificates 
of  indebtedness,  as  above  provided  concerning  dividends  in 
money. 

Unless  default  shall  have  been  made  as  aforesaid,  in  the  pay¬ 
ment  of  the  interest  or  principal  of  any  of  the  bonds  secured 
hereby,  or  part  of  such  principal  or  interest,  or  in  any  of  the 
covenants  and  provisions  in  this  deed  of  trust  contained,  the 
Electric  Company  shall  have  the  right  to  vote  on  all  stock  de¬ 
posited  with  the  Trustee  hereunder  with  the  same  force  and 
effect  as  though  this  deed  of  trust  and  the  pledge  of  such  stock 
had  not  been  made.  Tor  all  purposes  not  inconsistent  with  the 
security  hereby  created  and  the  provisions  or  purposes  of  this 
deed  of  trust;  and  from  time  to  time,  when  the  same  shall  be 
necessary  and  requested  by  the  Electric  Company,  the  Trustee 
forthwith  shall  execute  and  deliver  to  the  Electric  Company  or 
to  its  nominee  suitable  powers  of  attorney  or  proxies  for  all  of 
such  purposes. 

The  Trustee  also,  whenever  requested  by  the  Electric  Com¬ 
pany,  shall  assign  and  transfer  to  the  persons  designated  by  the 


To  hold  divi¬ 
dends  on 
underlying 
shares  payable 
other  than  in 
money. 


To  permit 
Electric 
Company  to 
vote  on 
pledged  stock. 


To  qualify 
directors  with 
pledged  stock. 


24 


To  release 
securities  of  an 
Underlying 
Company  after 
disposal  of  its 
property. 


To  permit 
Sale  of  Pledged 
Property  when. 


Electric  Company  such  number  of  the  shares  of  stock  deposited 
hereunder  with  the  Trustee  as  may  be  necessary  or  desirable  to 
qualify  such  persons  as  directors  of  the  Underlying  Company 
issuing  such  stock. 

The  Trustee  also  from  time  to  time  may  release  from  pledge 
under  this  deed  of  trust  the  securities  of  any  Underlying  Com¬ 
pany  which  shall  have  disposed  of  all  its  property  in  accordance 
with  the  provisions  herein  provided  for  such  disposal.  A  copy 
of  the  instrument  making  such  disposal  duly  certified  as  a  true 
copy  by  a  majority  of  the  directors  of  the  Electric  Company  and 
filed  with  the  Trustee,  shall  be  sufficient  evidence  thereof  to  au¬ 
thorize  the  Trustee  to  release  under  this  paragraph. 


SALES  AND  REORGANIZATIONS  AFFECTING 

PLEDGED  PROPERTY. 

0 

The  Electric  Company  may,  after  fifteen  days  notice  of  the 
proposition  to  sell  and  its  terms  mailed  to  all  of  the  holders  of 
the  bonds  secured  hereby,  whose  names  and  addresses  are  re¬ 
corded  with  the  Trustee  and  with  the  approval  in  writing 
filed  with  the  Trustee  of  the  holders  of  a  majority  in  interest 
of  outstanding  bonds  and  with  the  written  consent  of  the 
Trustee,  but  not  otherwise,  sell  and  dispose  of,  free  from  the 
lien  of  this  instrument,  any  part  or  all  of  the  property  pledged 
with  the  Trustee  hereunder,  provided  the  Electric  Company 
substitutes  as  security  hereunder  property  of  equal  or  greater 
value  or  pays  over  the  proceeds  of  such  sale  to  the  Trustee,  to 
be  held  as  hereinafter  provided.  Before  consenting  to  any  such 
sale  or  other  disposition  the  Trustee  shall  have  the  right  to  ap- 


25 


point  some  disinterested  person,  to  be  selected  by  it,  but  paid  by 
the  Electric  Company,  to  investigate  and  determine  whether  the 
security  hereunder  will  be  impaired  by  such  sale  or  other  disposi¬ 
tion,  and  as  to  whether  or  not  the  other  property  so  to  be  substi¬ 
tuted,  in  case  of  substitution,  is  of  equal  or  greater  value  than 
the  property  so  to  be  sold  or  disposed  of,  or  whether  or  not,  in  case 
of  a  sale  for  cash,  the  price  is  a  fair  and  reasonable  one  for  the 
property  so  to  be  sold.  The  Trustee  may  rely  upon  the  approval 
in  writing  of  the  holders  of  a  majority  in  interest  of  outstanding 
bonds  and  upon  the  written  certificate  of  such  person,  and  it  shall 
be  under  no  liability  for  consenting  to  such  sale  or  other  dispo¬ 
sition  if  it  acts  in  reliance  upon  such  approval  and  such  certifi¬ 
cate.  The  Trustee  shall  do  such  acts  and  execute  such  instru¬ 
ments  in  writing  as  may  be  necessary  to  release  from  the  lien  of 
this  instrument  any  property  which  may,  with  its  consent  as  afore¬ 
said,  be  sold  or  disposed  of.  In  such  case  the  Trustee  shall  have 
the  right,  but  shall  not  be  under  obligation  unless  it  elects  so  to 
do,  to  require  the  bonds  held  by  said  majority  deposited  with  it 
for  the  purpose  of  having  stamped  thereon  by  the  Trustee  proper 
evidence  that  the  holder  of  said  bond  has  consented  to  said  sale 
or  disposition. 

In  case  at  any  time  any  Underlying  Company  shall  be  dis¬ 
solved  or  in  case  all  or  any  of  the  property  of  any  such  company 
shall  be  offered  for  sale,  under  any  foreclosure  proceeding  or 
other  sale  judicial  or  otherwise,  then  and  in  such  case  the  Electric 
Company  or  any  other  Underlying  Company  may  purchase  and 
the  Trustee  may,  and  if  requested  in  writing  and  furnished  with 
funds  therefor  either  by  the  Electric  Company  or  the  holders  of 
three-fourths  in  amount  of  any  of  the  bonds  secured  hereby  then 


Sale  of  property 
of  Underlying 
Companies. 


26 


Trustee  to 
purchase  when. 


Reorganizations 
of  Underlj'ing 
Companies. 


outstanding  shall,  purchase  or  shall  cause  to  be  purchased  such 
property,  and  in  such  case,  if  payment  for  such  property  may  be 
made  by  crediting  on  the  bonds,  claims,  indebtedness  or  shares 
of  stock  of  such  company  held  by  the  Trustee  hereunder,  then 
such  sum,  or  any  part  thereof  accruing  or  to  be  received  by  the 
Trustee  out  of  the  proceeds  of  said  property,  shall  be  used  in  pay¬ 
ment  therefor.  In  case  of  such  purchase  such  proceedings  shall 
be  taken  as  may  be  proper  to  subject  such  property  to  the  lien 
hereof,  and  for  that  purpose  the  said  property  may  be  vested  in 
the  Electric  Company,  or  in  any  other  company  organized  or  to  be 
organized,  and  whose  bonds  or  other  evidences  of  indebtedness 
and  shares  of  stock  or  other  certificates  of  interest  are  or  shall  be 
pledged  hereunder. 

The  Trustee,  when  directed  and  indemnified  by  the  Electric 
Company  or  the  holders  of  three-fourths  in  amount  of  the  bonds 
issued  hereunder  and  then  outstanding,  shall  take  all  proper 
steps  to  protect  the  bondholders’  interest  hereunder  in  respect 
to  the  Securities,  and  for  that  purpose  the  Trustee  may  exercise 
all  of  the  powers  of  an  absolute  owner  of  the  Securities,  and  is 
hereby  expressly  empowered  to  authorize,  institute  or  join  in  any 
suit  or  suits,  whether  of  foreclosure  or  otherwise,  and  to  author¬ 
ize,  institute  and  join  in  any  plan  or  plans  of  reorganization  in 
respect  to  any  of  such  Securities,  and  may  accept  and  hold  here¬ 
under  in  exchange  for  any  of  the  Securities  any  moneys,  prop¬ 
erty  or  bonds  or  other  evidences  of  indebtedness  or  shares  of 
stock  or  other  certificates  of  interest  which  may  be  issued. 

The  Electric  Company  shall  on  demand  of  the  Trustee  or  of 
three-fourths  in  interest  of  the  holders  of  bonds  secured  by  this 
deed  of  trust  pay  or  satisfactorily  provide  for  all  sums  required 


27 


to  purchase  any  property  of  an  Underlying  Company  under  any 
sale  last  above  referred  to,  together  with  all  necessary  expenses 
and  disbursements  of  the  Trustee.  And  in  case  the  Electric  Com¬ 
pany  shall  fail  so  to  do,  the  Trustee,  without  prejudice  to  any  of 
its  rights  hereunder,  may  or,  when  so  directed  and  indemnified  by 
the  holders  of  three-fourths  in  amount  of  the  bonds  issued  here¬ 
under  and  then  outstanding,  shall  advance  the  payments,  ex¬ 
penditures  and  expenses  incurred  or  which  may  be  necessary  to 
be  incurred  in  carrying  out  any  of  the  foregoing  provisions,  and 
the  Trustee  shall  have  and  may  assert  a  lien  prior  to  these  pres¬ 
ents  for  such  payments,  expenditures  and  expenses  upon  the 
bonds,  obligations,  claims,  indebtedness  or  stock  in  respect  to 
which  such  advances  have  been  made.  In  case  the  Trustee 
shall  not  purchase  or  cause  to  be  purchased  the  property  sold 
at  any  such  sale,  and  shall  not  join  in  a  plan  of  reorganization 
as  aforesaid  in  respect  to  such  bonds,  obligations  or  stock,  then 
the  Trustee  shall  receive  any  portion  of  the  proceeds  of  the  sale 
accruing  on  the  bonds,  or  other  evidences  of  indebtedness  or  on 
the  shares  of  stock  or  other  certificates  of  interest  held  hereunder, 
and  hold  the  same  subject  to  the  lien  hereof. 

Anything  in  this  indenture  to  the  contrary  notwithstanding, 
any  Underlying  Company  may  be  merged  or  consolidated  with, 
or  all  or  any  part  of  its  property  sold  to  either  the  Electric  Com¬ 
pany  or  any  other  Underlying  Company  or  any  other  Company 
formed  for  the  purpose  of  merging  or  consolidating  two  or  more 
of  the  Underlying  Companies;  but  no  such  merger,  consolida¬ 
tion  or  sale  to  or  with  any  company  other  than  the  Electric  Com¬ 
pany  shall  be  made  except  upon  condition  (first)  that  the  stock 
of  the  consolidated  company  or  the  company  into  which  any 
such  company  shall  be  merged  shall  be  received  and  held,  or 


Expenditures  by 
Trustee. 


Receipts  by 
Trustee. 


Merger  of 

Underbdng 

Companies. 


28 


Collateral  trust 
bonds 

exchangeable 

when. 


Purchase  by 
Electric 
Company  of 
properties 
of  Underljing 
Companies. 


shall  continue  to  be  held,  by  the  Trustee  under  this  deed  of  trust; 
(second)  that  in  case  of  any  such  merger,  consolidation  or  sale 
neither  of  the  companies  which  shall  be  parties  thereto,  nor  any 
consohdated  or  new  company  formed  thereby,  shall,  in  connec¬ 
tion  therewith,  create  or  incur  any  indebtedness  or  any  lien, 
charge  or  encumbrance  upon  its  property  except  for  the  purpose 
of  taking  up  or  satisfying  underlying  Hens,  unless  the  same  shall 
be  transferred  to  and  deposited  with  the  Trustee  and  become 
subject  to  the  lien  of  this  deed  of  trust  and  in  case  of  the  merger 
or  consolidation  of  the  property  of  all  the  Underlying  Companies 
the  bonds  issued  hereunder  may  be  exchanged  for  bonds  secured 
by  a  first  mortgage  on  the  property  of  the  Underlying  Com¬ 
panies,  authorized  and  issued  to  same  amount  as  the  bonds  here¬ 
under. 

Upon  the  conditions  aforesaid  any  such  merger,  consoHdation 
or  sale  may  be  made,  provided  the  laws  to  which  such  company 
or  companies  are  subject  permk,  and  upon  request  of  the  Elec¬ 
tric  Company  the  Trustee  shall  consent  to  all  acts  proper  to  carry 
into  effect  the  purposes  of  this  section. 

If  the  Electric  Company  at  any  time  in  the  future  having  the 
right  so  to  do  shall  acquire  the  property,  rights,  privileges  and 
franchises  of  all  or  any  of  the  Underlying  Companies  and  shall 
desire  to  do  so,  it  may  do  so,  provided  that  the  same  shall  imme¬ 
diately  become  subject  to  the  lien  of  this  deed  of  trust  and  that 
it  shall  upon  request  make,  execute,  acknowledge  and  deliver  a 
vaHd  mortgage  or  deed  of  trust  supplemental  hereto,  covering 
said  properties,  rights,  privileges  and  franchises,  to  secure  the 
bonds  issued  or  to  be  issued  hereunder;  which  said  mortgage 
or  deed  of  trust  shall  be  a  first  mortgage  or  deed  of  trust  on  all 
of  such  properties,  rights,  privileges  and  franchises,  subject  only 


29 


to  the  underlying  mortgages  on  such  properties.  Such  first 
mortgage  or  deed  of  trust  shall  be  in  form  satisfactory  to  the  Trus¬ 
tee,  and  in  the  event  of  all  the  bonds  of  such  an  Underlying  Com¬ 
pany  being  deposited  hereunder,  then  and  in  that  event  such 
bonds  and  the  mortgage  or  deed  of  trust  securing  the  same  may 
be  released  so  that  the  said  first  mortgage  or  deed  of  trust  shall 
constitute  and  be  in  law  and  in  fact  a  first  mortgage  on  all  of 
such  properties,  rights,  privileges  and  franchises.  If,  however, 
all  of  such  underlying  bonds  of  the  Underlying  Companies  shall 
not  be  deposited  hereunder,  then  and  in  that  event  such  bonds 
shall  not  be  cancelled,  but  shall  be  kept  alive  as  additional  secu¬ 
rity  for  the  bonds  issued  or  to  be  issued  hereunder. 

The  Electric  Company  may  at  any  time  in  its  discretion  con¬ 
sent  to  the  extension  or  renewal  of  any  bonds  or  obligations  now 
held,  or  which  hereafter  shall  be  held  by  the  Trustee  hereunder, 
and  the  other  outstanding  bonds  of  the  same  issue,  and  to  the 
extension  or  renewal  of  any  mortgage  or  lien  securing  such  bonds 
or  obligations;  provided,  however,  that  such  renewal  or  exten¬ 
sion  shall  not  be  for  a  greater  principal  amount  than  the  origi¬ 
nal  principal  amount  of  the  bonds  outstanding  under  such  mort¬ 
gages,  and  shall  not  be  at  a  greater  rate  of  interest  than  the  pres¬ 
ent  rate.  And  new  bonds  or  obligations  shall  be  deposited  and 
held  by  the  Trustee  hereunder. 


Extension  or 
renewal  of  bonds 
of  Underlying 
Companies. 


.  CALL  AND  PAYMENT  OF  BONDS. 

The  Electric  Company  simultaneously,  but  not  otherwise,  may 
call  and  pay  all  the  bonds  secured  hereby  on  October  i,  1904, 


30 


Publication 
of  notice. 


Interest  ceases. 


Precipitation  of 
principal. 


or  on  any  interest  day  thereafter,  at  $1,050  for  each  $1,000  face 
value  principal  thereof,  and  interest  accrued  at  the  date  fixed  for 
such  payment,  by  causing  notice  of  such  call  and  payment  to  be 
published  once  a  week  for  three  successive  weeks  in  two  news¬ 
papers,  one  published  in  New  York,  New  York,  and  one  in 
Boston,  Massachusetts,  the  last  publication  thereof  to  be  not  less 
than  thirty  (30)  days  before  the  date  fixed  for  such  payment; 
and  on  and  after  the  date  fixed  for  such  payment  interest  on  said 
bonds  shall  cease,  provided  the  amount  required  for  the  payment 
of  all  the  bonds  of  this  series  shall  have  then  been  deposited  with 
the  Trustee  for  that  purpose. 


TRANSFER  OF  COUPONS. 

The  coupons  secured  hereby  are  transferable  by  delivery, 

and,  when  paid,  shall  be  cancelled,  and,  after  default  in  the 

o 

payment  of  any  coupon  or  coupons,  such  coupon  or  coupons 
shall  not  be  secured  by,  or  embraced  within,  the  trusts  hereof 
unless  accompanied  by  the  bond  or  bonds  to  which  the  same 
were  originally  attached.  Nor  shall  any  coupon  or  coupons  in 
default  be  assignable  separately  from  the  bond  or  bonds  to  which 
the  same  were  originally  attached. 


DEFAULT  BY  ELECTRIC  COMPANY. 

In  case  default  shall  be  made  in  the  payment  of  any  coupon 
on  any  of  said  bonds  or  in  the  payment  to  the  sinking  fund  as 
hereinbefore  required  or  in  case  ’of  default  in  any  other  covenant 
or  condition  of  this  deed  of  trust  by  the  Electric  Company,  and 


31 

such  default  shall  continue  for  a  period  of  sixty  days  after 
written  notice  thereof  shall  have  been  given  to  the  Electric 
Company  by  the  Trustee,  then  during  the  continuance  of  any 
such  default  the  Trustee  may,  and  upon  the  written  request  of 
the  holders  of  twenty-five  per  centum  in  amount  of  the  bonds 
hereby  secured  then  outstanding,  shall,  by  notice  in  writing,  de¬ 
livered  to  the  Electric  Company,  declare  the  principal  of  the  bonds 
hereby  secured  and  then  outstanding  to  be  due  and  payable  im¬ 
mediately;  and  upon  such  declaration  the  same  shall  become  and 
be  immediately  due  and  payable,  anything  herein  or  in  said  bonds 
contained  to  the  contrary  notwithstanding. 

In  case  default  shall  be  made  and  continue  as  aforesaid  or  in 
case  default  shall  be  made  in  the  payment  of  any  of  said  bonds, 
when  the  same  shall  become  due,  and  any  such  default  shall 
continue  for  a  period  of  sixty  days  after  written  notice  thereof 
shall  have  been  given  to  the  Electric  Company  by  the  Trustee, 
then  and  in  every  such  case  during  the  continuance  of  any  such 
default, 

(a)  The  Trustee  may  revoke  all  assignments,  orders,  proxies, 
or  other  instruments  by  it  executed,  enabling  the  Electric  Com¬ 
pany  to  vote  or  otherwise  receive  any  benefit  from  the  property 
hereby  pledged.  During  the  continuance  of  such  default  the 
Trustee  shall  retain  all  sums  paid  to  it,  either  as  interest  or  divi¬ 
dends  upon  the  property  pledged,  or  otherwise,  and  may  vote 
upon  all  shares  of  stock  and  otherwise  act  as  the  absolute  owner 
of  all  the  property  pledged,  and 

(b)  The  Trustee  may  sell  or  cause  to  be  sold  to  the  highest 
and  best  bidder  in  one  lot  and  as  an  entirety  all  and  singular  the 
property  then  held  by  the  Trustee  hereunder,  which  sale  shall 
be  made  at  public  auction,  at  such  place  in  the  City  of  Boston, 


Period  of  grace. 


Revocation  of 
rights  of  Electric 
Company  in 
pledge 
property. 


Power  of  sale. 


32 


Notice  of  sale. 


Power  to  bring 
suit. 


Trustee  shall 
proceed  upon 
request  and 
indemnity. 


Massachusetts,  or  the  City  of  New  York,  New  York,  and  on 
such  day  and  terms  as  the  Trustee  may  determine,  and  as 
shall  be  specified  in  a  notice  of  said  sale,  which  notice  shall  be 
given  by  publication  at  least  twice  in  each  calendar  week  for 
three  successive  calendar  weeks  next  prior  to  the  date  of  such  sale, 
in  a  newspaper  of  general  circulation  published  in  said  City  of 
Boston,  and  in  a  newspaper  of  general  circulation  published  in 
said  City  of  New  York.  The  Trustee  may  adjourn  any  sale  to 
be  made  hereunder  as  often  as  it  may  desire  by  announcement 
at  the  time  and  place  appointed  for  such  sale  or  any  adjourned 
sale;  and,  without  further  notice  or  publication,  the  Trustee  may 
make  such  sale  at  the  time  and  place  to  which  the  same  shall  be 
so  adjourned,  and 

(c)  The  Trustee  may  proceed  to  protect  and  to  enforce  its 
rights  and  the  rights  of  the  bondholders  under  this  deed  of  trust 
by  a  suit  or  suits  in  equity  or  at  law,  whether  for  the  specific  per¬ 
formance  of  any  covenant  or  agreement  contained  herein  or  in 
aid  of  the  execution  of  any  power  herein  granted  or  for  the  fore¬ 
closure  of  this  deed  of  trust  for  interest  or  principal,  or  both,  or 
for  the  enforcement  of  any  other  appropriate  legal  or  equitable 
remedy  as  the  Trustee,  being  advised  by  counsel,  shall  deem  most 
effectual  to  protect  and  enforce  its  rights  and  those  of  the  bond¬ 
holders  hereunder. 

And,  in  case  default  shall  be  made  and  continue  as  aforesaid, 
it  shall  be  the  duty  of  the  Trustee,  upon  the  written  request  of 
the  holders  of  twenty-five  per  centum  in  amount  of  the  bonds 
hereby  secured  and  then  outstanding,  and  upon  being  indemni¬ 
fied,  to  take  such  steps  as  in  its  opinion  are  needful  or  proper  for 
the  protection  and  enforcement  of  its  rights  and  the  rights  of  the 
bondholders  hereby  secured  and  to  exercise  the  powers  herein 


33 


conferred  as  the  Trustee  shall  deem  most  effectual  to  enforce  such 
rights. 

The  rights  of  revocation,  sale  and  suit  hereunder  are  cumu¬ 
lative  remedies,  additional  to  all  other  remedies  in  law  or  in  equity, 
and  such  rights  of  revocation,  sale  and  suit,  or  the  exercise  of 
any  of  them,  shall  not  in  any  manner  whatsoever  deprive  the 
Trustee  or  any  holder  or  holders  of  a  bond  or  bonds  secured  hereby 
of  any  remedy  or  remedies  in  law  or  in  equity  consistent  with  the 
provisions  hereof. 

The  foregoing  provisions  for  default,  however,  are  subject  to 
the  condition  that  if,  at  any  time  after  such  default,  all  arrears 
of  interest,  and  of  payments  to  the  sinking  fund,  with,  interest  at 
the  rate  of  five  per  centum  per  annum  on  overdue  instalments  of 
interest  and  payments  to  the  sinking  fund,  shall  either  be  paid 
by  the  Electric  Company  or  be  collected  out  of  the  property 
pledged  or  be  paid  before  any  sale  of  the  pledged  property  shall 
have  been  made,  or,  if  any  default  in  the  observance  or  perform¬ 
ance  of  any  covenant  or  condition  herein  not  relating  to  a  pay¬ 
ment  of  interest  or  to  the  sinking  fund  shall  be  cured  or  adequate 
satisfaction,  in  the  opinion  of  the  Trustee,  made  therefor,  then 
the  Trustee  may,  and  upon  the  written  request  of  the  holders  of 
a  majority  in  amount  of  the  bonds  hereby  secured  then  outstand¬ 
ing,  shall  waive  such  default  and  its  consequences;  but  no  such 
waiver  shall  extend  to  or  affect  any  subsequent  default  or  impair 
any  right  consequent  thereon. 

In  case  the  Trustee  shall  have  proceeded  to  enforce  any  right 
under  this  deed  of  trust  by  foreclosure,  or  otherwise,  and  such 
proceeding  shall  have  been  discontinued  or  abandoned  because  of 
such  waiver,  or  for  any  other  reason,  or  shall  have  been  deter¬ 
mined  adversely  to  the  Trustee,  then  and  in  every  such  case  the 


Cumulative 

remedies. 


Waiver  of 
default. 


Restoration  to 
former  position. 


« 


34 


No  suit  by 
bondholders. 


Electric  Company  and  the  Trustee  shall  be  restored  to  their  former 
position  and  rights  hereunder  in  respect  of  the  property  pledged 
hereunder,  and  all  rights  and  powers  of  the  Trustee  shall  con¬ 
tinue  as  though  no  such  proceeding  had  been  taken. 

No  holder  of  any  bond  or  coupon  hereby  secured  shall  have 
any  right  to  institute  any  suit,  action  or  proceeding  in  equity  or 
at  law  for  the  foreclosure  of  this  deed  of  trust,  or  for  the  execu¬ 
tion  of  any  trust  hereof,  or  for  the  appointment  of  a  receiver,  or 
for  any  other  remedy  hereunder,  unless  the  holders  of  twenty- 
five  per  centum  in  amount  of  the  bonds  hereby  secured,  then  out¬ 
standing,  shall  have  made  written  request  upon  the  Trustee  to 
take  action  in  respect  to  the  matter  complained  of,  and  shall 
have  afforded  to  it  a  reasonable  opportunity,  either  to  proceed 
to  exercise  the  powers  hereinbefore  granted,  or  to  institute  such 
action,  suit  or  proceeding  in  its  own  name;  and  unless,  also, 
they  shall  have  tendered  to  the  Trustee  adequate  security  and 
indemnity  against  the  costs,  expenses  and  liabilities  to  be  in¬ 
curred  therein  or  thereby;  and  such  notification,  request  and 
tender  of  indemnity  are  hereby  declared,  in  every  such  case,  at 
the  option  of  the  Trustee,  to  be  conditions  precedent  to  the  ex¬ 
ecution  of  the  powers  and  trusts  of  this  deed  of  trust  and  to  any 
action  or  cause  of  action  for  foreclosure,  or  for  the  appointment 
of  a  receiver,  or  for  any  other  remedy  hereunder,  it  being  under¬ 
stood  and  intended  that  no  one  or  more  holders  of  bonds  or  cou¬ 
pons  shall  have  any  right  in  any  manner  whatever  to  affect, 
disturb  or  prejudice  the  lien  of  this  deed  of  trust  by  his  or  their 
action,  or  to  enforce  any  right  hereunder,  except  in  the  manner 
herein  provided,  and  that  all  proceedings  at  law  or  in  equity 
shall  be  instituted,  had  and  maintained  in  the  manner  herein 
provided,  and  for  the  equal  benefit  of  all  holders  of  such  out¬ 
standing  bonds  and  coupons. 


The  Trustee  shall  not  be  bound  to  recognize  any  person  or 
persons,  or  body  or  bodies  corporate,  as  a  holder  or  holders  of 
any  of  said  bonds,  nor  to  take  any  action  at  his,  its  or  their  re¬ 
quest,  unless  first  furnished  with  adequate  security  and  indemnity 
against  costs,  expenses  and  liabilities  to  be  incurred,  as  here¬ 
inbefore  provided,  and  unless  such  bond  or  bonds  are  submitted 
to  the  Trustee  for  inspection. 

No  delay  or  omission  of  the  Trustee  or  of  any  holder  of  bonds 
hereby  secured  to  exercise  any  right  or  power  accruing  upon  any 
default,  continuing  as  aforesaid,  shall  impair  any  such  right  or 
power,  or  shall  be  construed  to  be  a  waiver  of  any  such  default, 
or  of  any  subsequent  default,  or  an  acquiescence  therein;  and 
every  power  and  remedy  given  hereunder  to  the  Trustee  or  to 
the  bondholders  mav  be  exercised,  from  time  to  time  and  as  often 
as  may  be  deemed  expedient  by  the  Trustee  or  by  the  bond 
holders. 


THE  SALE  AND  ITS  PROCEEDS. 

Upon  the  completion  of  any  sale  under  this  deed  of  trust  the 
Trustee  shall  transfer  or  deliver  to  the  accepted  purchaser  all  the 
property  sold,  and  the  Trustee  is  hereby  appointed  the  true  and 
lawful  attorney  irrevocable  of  the  Electric  Company  in  its  name 
and  stead,  to  make  all  necessary  assignments  and  transfers  of 
the  property  thus  sold  and  the  Trustee  may  substitute  any  one 
or  more  persons  with  like  power,  the  Electric  Company  hereby 
ratifying  and  confirming  all  that  its  said  attorney  or  such  sub¬ 
stitute  or  substitutes  may  do  by  virtue  hereof. 

Any  sale  made  under  or  by  virtue  of  this  deed  of  trust, 
whether  under  the  power  of  sale  hereby  granted  and  conferred, 
or  under  or  by  virtue  of  judicial  proceedings,  shall  operate  to 


Delay  or  omis¬ 
sion  after  default 
no  waiver. 


Transfer  to 
purchaser. 


Waiver  of 
appraisement, 
exemption  and 
redemption. 


Receipt  of 
Trustee  for 
purchase  money. 


Precipitation  of 
principal  upon 
sale. 


divest  all  right,  title,  interest,  claim  and  demand  whatsoever^ 
either  at  law  or  in  equity  of  the  Electric  Company,  in  and  to  the 
property  sold,  and  shall  be  a  perpetual  bar  both  at  law  and  in 
equity  against  the  Electric  Company  and  its  successors  and 
assigns  and  against  any  and  all  persons  claiming  or  to  claim 
the  property  sold  or  any  part  thereof,  from,  through  or  under 
the  Electric  Company  or  its  successors  or  assigns,  and  the 
Electric  Company  waives  the  benefit  of  any  and  all  stay,  valua¬ 
tion,  appraisement  and  exemption  laws  and  all  right  of  redemp¬ 
tion,  whether  by  virtue  of  any  present  or  any  future  law  of  the 
State  of  New  Jersey  or  of  any  other  state  or  territory  where 
such  laws  may  affect  the  property  hereby  pledged;  and  the 
Electric  Company  agrees  that  it  will  forthwith,  upon  any  such 
sale  or  sales,  upon  request  of  the  purchaser  or  purchasers  thereat, 
make,  execute,  acknowledge  and  deliver  to  such  purchaser  or 
purchasers  good  and  sufficient  conveyances  and  transfers  to  con¬ 
firm  the  title  in  such  purchaser  or  purchasers. 

The  receipt  of  the  Trustee  for  the  purchase  money  shall  be  a 
sufficient  discharge  to  any  purchaser  of  the  property  or  any  part 
thereof,  sold  as  aforesaid;  and  no  such  purchaser  or  his  repre-  ■ 
sentatives,  grantees  or  assigns,  after  paying  such  purchase  money 
and  receiving  such  receipt  shall  be  bound  to  see  to  the  appli¬ 
cation  of  such  purchase  money  upon  or  for  any  trust  or  pur¬ 
pose  of  this  deed  of  trust  or  in  any  manner  whatsoever  be  an¬ 
swerable  for  any  loss,  misapplication  or  non-application  of  any 
such  purchase  money  or  any  part  thereof,  or  be  bound  to  inquire 
as  to  the  authorization,  necessity,  expediency  or  regularity  of  any 
such  sale. 

In  case  of  such  sale,  whether  made  under  the  power  of  sale 
hereby  granted  or  pursuant  to  judicial  proceedings,  the  whole  of 
the  principal  sums  of  the  bonds  hereby  secured,  if  not  previously 


37 


due,  shall  at  once  become  due  and  payable,  anything  in  said 
bonds  or  in  this  deed  of  trust  to  the  contrary  notwithstanding. 

The  purchase  money,  proceeds  or  avails  of  any  such  sale, 
whether  under  the  power  of  sale  hereby  granted  or  pursuant  to 
judicial  proceedings,  together  with  any  other  sums  which  then 
may  be  held  by  the  Trustee  under  any  of  the  provisions  of  this 
deed  of  trust  as  part  of  the  trust  estate  or  the  proceeds  thereof, 
shall  be  applied  as  follows: 

First.  To  the  payment  of  the  costs  and  expenses  of  such 
sale,  including  a  reasonable  compensation  to  the  Trustee,  its 
agents,  attorneys  and  counsel  and  of  all  expenses,  liabilities 
and  advances  made  or  incurred  by  the  Trustee  hereunder. 

Second.  To  the  payment  of  the  whole  amount  then  owing 
or  unpaid  upon  the  bonds  hereby  secured  for  principal  and 
interest,  with  interest  at  the  rate  of  five  per  cent,  per  annum 
on  the  overdue  instalments  of  interest;  and,  in  case  such  pro¬ 
ceeds  shall  be  insufficient  to  pay  in  full  the  whole  amount  so 
due  and  unpaid  upon  the  said  bonds,  then  ratably  to  the  pay- 
■  ment  of  such  principal  and  interest  without  preference  or 
priority  of  principal  over  interest  or  of  interest  over  principal 
or  of  any  instalment  of  interest  over  any  other  instalment  of 
interest. 

Third.  The  surplus  remaining  shall  be  paid  over  to  the 
Electric  Company,  its  successors  or  assigns  or  to  whomsoever 
shall  be  lawfully  entitled  to  receive  the  same. 

Upon  any  sale  hereunder  by  the  Trustee  or  pursuant  to 
judicial  proceedings,  any  purchaser,  for  or  in  settlement  or  pay¬ 
ment  of  the  purchase  price  of  the  property  purchased,  shall  be 
entitled  to  use  and  apply  any  bonds  and  any  matured  and  unpaid 
coupons  hereby  secured,  by  presenting  such  bonds  and  coupons 
that  there  may  be  credited  thereon  the  sums  applicable  to  the 
payment  thereof  out  of  the  net  proceeds  of  such  sale,  after  mak- 


Distribution  of 
proceeds. 


Payment  in 
bonds  and 
coupons. 


38 


ing  any  deductions  which  may  be  made  from  the  proceeds  of 
sale  for  costs,  expenses,  compensations  and  other  charges;  and 
such  purchaser  thereupon  shall  be  credited,  on  account  of  such 
purchase  price  payable  by  him,  with  the  sums  applicable  out  of 
such  net  proceeds  to  the  payment  of  and  credited  on  the  bonds 
and  coupons  so  presented.  And,  at  any  such  sale,  the  Trustee 
or  any  bondholder  or  bondholders  may  bid  for  and  purchase  such 
property,  or  cause  such  property  to  be  purchased,  and  may  make 
payment  therefor  as  aforesaid,  and,  upon  compliance  with  the 
terms  of  sale,  may  hold,  retain  and  dispose  of  such  property  with¬ 
out  further  accountability. 


IMMUNITY  OF  OFFICERS,  DIRECTORS  AND 

STOCKHOLDERS. 

No  recourse  under  or  upon  any  obligation,  covenant  or  agree¬ 
ment  contained  in  this  deed  of  trust,  or  imphed  therefrom,  or 
in  any  bond  or  coupon  hereby  secured,  or  because  of  the  crea¬ 
tion  of  any  indebtedness  hereby  secured,  shall  be  had  against 
any  stockholder,  officer  or  director  of  the  Electric  Company, 
by  the  enforcement  of  any  assessment  or  by  any  legal  or  equi¬ 
table  proceeding  by  virtue  of  any  constitution,  statute  or  other¬ 
wise,  it  being  expressly  agreed  and  understood  that  this  deed 
of  trust  and  the  obligations  hereby  secured  are  solely  corporate 
obhgations  and  that  no  personal  liabihty  whatever  shall  attach 
to  or  be  incurred  by  the  stockholders,  officers  or  directors  of 
the  Electric  Company  whether  arising  at  common  law  or  in 
equity  or  created  by  statute  or  constitution,  the  same,  if  any, 
being  hereby  expressly  released  and  waived  by  the  holders  of 
any  of  the  bonds  secured  hereby  as  a  condition  of  and  as  part 


39 


of  the  consideration  for  the  execution  of  this  deed  of  trust  and 
the  issue  of  the  bonds  and  interest  coupons  secured  hereby. 


CONCERNING  THE  TRUSTEE. 

The  Trustee  shall  be  entitled  to  repayment  of  all  proper  out¬ 
lays  incurred  in  or  about  this  trust,  and  to  a  reasonable  compen¬ 
sation  for  any  duties  that  it  may  at  any  time  perform  in  the 
discharge  of  the  same,  and  the  Electric  Company  shall  pay  the 
Trustee  such  outlays  and  compensation. 

All  moneys  in  the  hands  of  the  Trustee  from  time  to  time, 
whether  the  uninvested  portion  of  the  sinking  fund,  revenue 
from  securities,  proceeds  of  securities  or  other  property  sold  or 
released,  or  otherwise  derived  from  the  operation  of  this  Trust,' 
shall  draw  interest  at  the  current  rate  paid  by  the  City  Trust 
Company  upon  funds  held  by  it  on  deposit. 

The  Trustee,  prior  to  notice  of  default,  shall  be  under  no 
obligation  to  keep  itself  informed  or  advised  as  to  the  per¬ 
formance  of  any  of  the  Electric  Company’s  covenants,  or  the 
payment  or  discharge  of  any  taxes,  assessments  or  liens  that  may 
be  imposed  upon  the  property  hereby  pledged,  but  the  Trustee 
shall  have  the  right,  in  case  of  neglect  by  the  Electric  Company, 
to  attend  to  any  of  these  matters. 

The  Trustee  shall  be  held  only  to  the  exercise  of  reasonable 
care  and  diligence  in  relation  to  holding,  controlling,  manag¬ 
ing  and  selling  the  property  hereby  conveyed,  or  otherwise 
carrying  out  the  provisions  hereof;  and  where  it  acts  by  agents 
or  attorneys  it  shall  not  be  responsible  for  their  negligence  or 
wrong-doing;  but  it  shall  exercise  reasonable  care  in  selecting, 
retaining  and  discharging  them. 


Compensation 
and  expenses. 


Interest  on 
uninvested 
money. 


No  obligation 
to  keep  informed 
when. 


Reasonable  care 
and  diligence. 


40 


No  responsibility 
as  to  validity 
or  record  hereof. 


Trustee’s  resig¬ 
nation  or 
removal. 


Appointment  of 
successor. 


Bond  of  Trustee. 


'  TKe  Trustee  shall’ have  no' responsibility .  as  to  th€  validity  of 
this  deed  of  trust,  nor  as  to  the  rnaliirig,  executing,  acknowledg¬ 
ing,  recording,  re-recording,  filing  or  the  renewal  hereof,  nor  as 
to  the  amount  or  adequacy,  as  security,  of  the  property  hereby 
pledged,  nor'as'to  the  transfer  to  it  of  prbpeffy' acquired  by -the 
Electric  Company  subsequently  to '  the  date  hereof,  and- the -re¬ 
citals  herein  contained  are  those  of  the  Electric  Company,  and 
not  of  the  Trustee.  -  > 

The  Trustee  may  at  any  time  resign  this  trust  by  written 
notice  delivered  to  the  Electric  Company  thirty  days  before  the 
resignation  is  to  take  effect,  and  in  case  of  such  resignation,  or 
the  removal  or  incapacity  of  the  Trustee  for  any  reason,  the 
Electric  Company  shall  have  the  right  to  nominate  and  appoint 
a  successor  to  the  Trustee  with  the  consent  in  writing  of  the 
owners  of  a  majority  in  interest  of  the  bonds  hereby  secured  and 
then  outstanding;  but  any  vacancy  of  more  than  thirty  days^ 
standing  may  be  filled  by  any,  court  having  jurisdiction,  on  ap¬ 
plication  of  any  person  interested. 

No  bond  shall  be  required  of  the  Trustee  unless  ordered  by  a 
court  having  jurisdiction  and  for  cause  shown.  Upon  the  ap¬ 
pointment  of  any  successor  or  successors  to  the  trust,  all  the  title 
to  all  the  property  pledged  shall  immediately,  and- without  further 
evidence  of  transfer,  vest  in  such  successor  or  successors;  the  out¬ 
going  Trustee  shall  deliver  the  property  pledged  to  such  successor 
or  successors  and  shall,  also,  at  the  request  of  any  person  inter¬ 
ested,  and  at  the  expense  of  the  trust,  execute  and  deliver  to  its 
successor  such  transfers,  conveyances  or  other  instruments  in 
writing  as  may  be  appropriate  to  vest  or  confirm  in  the  new 
Trustee  the  title  to  such  property  pledged. 

The  index,  divisional  headings,  and  marginal  notes  are  no  part 
of  this  deed  of  trust. 


41 


In  Witness  Whereof,  Dallas  Electric  Corporation  has 
caused  this  deed  of  trust  to  be  executed  in  its  name  and  be¬ 
half  and  under  its  corporate  seal  by  its  president  and  attested 
by  its  secretary,  and  City  Trust  Company  in  token  of  its  accept¬ 
ance  hereof  has  caused  this  deed  of  trust  to  be  executed  in  its 
name  and  behalf  and  under  its  corporate  seal  by  its  president 
and  attested  by  its  secretary,  the  day  and  year  first  above 
written. 

DALLAS  ELECTRIC  CORPORATION. 

By 

;  CHARLES  SPRAGUE 

PresidenL 


A  * 

FRANK  C.  MILDRAM 

Secretary, 

CITY  TRUST  COMPANY. 

By 

PHILIP  STOCKTON 

President 

Attest: 

GEORGE  S.  MUMFORD 

Secretary, 


[Seal] 


[Seal] 


Commonwealth  of  Massachusetts,  h  .... 

'  --  ■■■Suffolk,  ‘i  ■-  V-  ps.  ,  ,  ■;  -  ...  , 

'  V  *  ‘  '  -  -  July 2  1903.  - 

•  'On  this  second  day  of  July,  1903,'  before  nie'',  the  sub¬ 
scriber,  a  notary*  public  within  and  for  the  Cornmonwealth  of 
Massachusetts,  personally  appeared  Charles  Sprague  and  >  Frank 
C.  Mildram,  to  me  personally  known,  who  by  me  being  duly 
and  severally  sworn  did  each  for  himself  and  upon  his  oath  say, 
the  said  Charles  Sprague  that  he  is '  the  president  and  the 
said  Frank  C.  Mildram  that  he  is  the  secretary  of  Dallas  Elec¬ 
tric  Corporation,  the  company  named  in  and  which  executed  the 
foregoing  deed  of  trust;  that  the  seal  affixed  to  said  deed  of 
trust  is  the  corporate  seal  of  said  company,  and  that  said  deed 
of  trust  was  signed  and  sealed  in  behalf  of  said  company  by 
authority  of  its  directors  and  stockholders,  and  the  said  Charles 
Sprague  and  the  said  Frank  C.  Mildram  duly  acknowledged 
said  deed  of  trust  to  be  the  free  act  and  deed  of  said  company. 


My  commission  expires 
Jany  21,  1910 


|M9BIRNEY  C.  PARSONS 
Notary  Public  for 

the  Commonwealth  of  Massachusetts. 


[Seal] 


tar 


43 


Commonwealth  of  Massachusetts,  ) 
Suffolk,  J 


July  2  1903. 


On  this  second  day  of  July,  1903,  before  me  the  subscriber, 
a  Notary  Public  within  and  for  the  Commonwealth  of  Massa¬ 
chusetts,  personally  appeared  Philip  Stockton  and  George 
S.  Mumford,  to  me  personally  known,  who  by  me  being  duly 
and  severally  sworn  did  each  for  himself  and  upon  his  said  oath 
say,  the  said  Phihp  Stockton  that  he  is  the  president  and 
the  said  George  S.  Mumford  that  he  is  the  Secretary  of 
CITY  TRUST  COMPANY,  the  company  named  in  and 
which  executed  the  foregoing  deed  of  trust,  that  the  seal  affixed 
to  said  deed  of  trust  is  the  corporate  seal  of  said  company  and 
that  said  deed  of  trust  was  signed  and  sealed  in  behalf  of  said 
company  by  authority  of  its  directors  and  stockholders  and  the 
said  Philip  Stockton  and  the  said  George  S.  Mumford  duly  ac¬ 
knowledged  the  said  deed  of  trust  to  be  the  free  act  and  deed  of 
said  company.  ^  . 

BIRNEY  C.  PARSONS  [Seal] 
Notary  Public 

For  the  Commonwealth  of  Massachusetts, 


My  commission  expires 


Jan’y  21,  1910 


44 


GEORGE 


Commonwealth  of  Massachusetts,  | 

Suffolk,  \  == 


July  2,  1903 


George  S.  Mumford,  of  Boston  in  said  County,  having  been 
duly  sworn,  on  his  oath  says  that  he  is  the  Secretary  of  City 
Trust  Company,  Trustee,  and  that  for  the  purpose  of  this 
affidavit  he  is  the  agent  of  said  City  Trust  Company,  Trustee, 
the  holder  of  the  foregoing  deed  of  trust,  and  that  the  con¬ 
sideration  of  said  deed  of  trust  is  the  amount  due  and  to  become 
due  by  the  terms  of  said  deed  of  trust  from  the  pledgor  there¬ 
under  for  and  upon  $4,000,000  of  bonds  mentioned  in  said  deed 
of  trust  in  accordance  with  the  terms  thereof,  and  also  the 
various  covenants  and  agreements  therein  contained;  and  that 
the  amount  due  and  to  grow  due  thereon  is  the  sum  of  $4,000- 
000,  payable  on  the  first  day  of  April,  1922,  together  with 
interest  on  the  same  at  the  rate  of  five  per  cent,  per  annum 
from  the  first  day  of  April,  1902,  payable  semi-annually  on  the 
first  days  of  April  and  October  in  each  year. 


Sworn  to  and  subscribed  this  second  day  of  July,  1903, 
before  me 

S.  MUMFORD  BIRNEY  C.  PARSONS 

Notary  Public 

For  the  Commonwealth  of  Massachusetts, 

My  commission  expires 
Jan’y  21,  1910 


[Seal] 


-'il! 


“i.V  .. 


•  *  t  * 


^  ..tv  •  ■.:>•- 

LWri.  d>.  ^  1  A-  .  ■..  „ 


U'-  .  ■  .■  y  ‘ff  ''f  '  »  - 

gf-.-r’e,  -  -■?••'■  A; ^ 

r'  -"r  v-' 

.  .r'iSiC  . 


^  'i-A, 


y"  •■*  '"^  '  ’  iiii  ^ 


AVm^"  x-'’  M 
'  4  •/>  » t' ^ 


•  •? 


.» ■  • 


'i. 


#i 


••.  i'  -'-  ■  '  •':4 


\  _  3^ 


^  . 


